2. Grant. The Award shall evidence Grantee’s rights in respect of the Awarded Shares, and Grantee acknowledges that, except as provided in the Award Letter or these General Terms and Conditions, the Grantee shall not have any rights in respect of the Awarded Shares unless and until all vesting, exercise and settlement conditions in the Award Letter and these General Terms and Conditions have been satisfied and all tax withholding obligations applicable to the Vested Awarded Shares (as defined below) have been satisfied. Upon vesting, exercise and/or settlement of the Awarded Shares, as applicable, the Company shall, unless otherwise paid by Grantee as described in Section9(a) of these General Terms and Conditions, withhold that number of Vested Awarded Shares necessary to satisfy any applicable tax withholding obligation of Grantee in accordance with the provisions of Section9(a) of these General Terms and Conditions. Grantee agrees that Grantee’s rights to receive and/or retain all or any portion of the Awarded Shares shall be subject to all of the terms and conditions set forth in the Award Letter, these General Terms and Conditions and the Plan, including, but not limited to, the vesting and forfeiture conditions set forth in the Award Letter and Section4 of these General Terms and Conditions, the restrictions on transfer set forth in the Award Letter and Section5 of these General Terms and Conditions, and the satisfaction of the Required Withholding as set forth in Section9(a) of these General Terms and Conditions.
13. Dispute Resolution. Except as provided in Section10 hereof, the provisions of this Section13 shall be the exclusive means of resolving disputes of the Parties (including any other persons claiming any rights or having any obligations through the Company or Grantee) arising out of or relating to the Plan, the Award Letter and these General Terms and Conditions. The Parties shall attempt in good faith to resolve any disputes arising out of or relating to the Plan, the Award Letter and these General Terms and Conditions by negotiation between individuals who have authority to settle the controversy. Either Party may commence negotiations by delivering to the other Party a written statement of the Party’s position and the name and title of the individual who will represent the Party. Within thirty (30)days of the written notification, the Parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to resolve the dispute. If the dispute has not been resolved by negotiation within ninety (90)days of the written notification of the dispute, either Party may file suit and each Party agrees that any suit, action, or proceeding arising out of or relating to the Plan, the Award Letter and these General Terms and Conditions shall be brought in the United States District Court for the Southern District of Texas (or should such court lack jurisdiction to hear such action, suit or proceeding, in a Texas state court in Harris County, Texas) and that the Parties shall submit to the jurisdiction of such court. The Parties irrevocably waive, to the fullest extent permitted by law, any objection a Party may have to the laying of venue for any such suit, action or proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or more provisions of this Section13 shall for any reason be held invalid or unenforceable, it is the specific intent of the Parties that such provisions shall be modified to the minimum extent necessary to make it or its application valid and enforceable.
22.3 For a period of two years after the expiration of twelve months from the date of the Termination Notice, SEB shall continue to hold the Shares in safe custody but shall discontinue registration of transfers (by closing the SDR Register), suspend distribution of dividends to the Holders, refuse to accept deposits of Shares or any other action required under these General Terms and Conditions. SEB shall be entitled to compensation from a Holder for all fees and costs incurred by SEB in connection with the SDRs from such date forward.
retirement because the Participant has reached the Group Member’s retirement age, or because the Participant is entitled to state pension or old-age pension, if any, from the Group Member; or (iv) the Participant being deceased (the Participant will in each situation mentioned under (i)-(iv) be considered a “Good Leaver”), the Participant (or the Participant’s estate) will remain entitled to receive Matching Shares and/or Performance Shares upon expiry of the Matching Shares Holding Period and/or the Performance Shares Holding Period (as applicable) subject to and in accordance with the Individual Grant Letters and the General Terms and Conditions. However, the right to receive Matching Shares and/or Performance Shares will be prorated and calculated only for the period from commencement of the Matching Shares Holding Period and/or Performance Shares Holding Period (as applicable) and until the date of notice of termination (in Danish: opsigelsestidspunktet).
By signing the Individual Grant Letters, the Participant confirms having received and read these General Terms and Conditions. At the same time the Participant confirms, if relevant, having received and read the statement construed in accordance with section 3 of the Danish Share Option Act.
A Veoneer SDR holder will not have equivalent rights as our holders of common stock, whose rights are governed by U.S. federal law and the Delaware General Corporation Law. Because the Custodian will be the stockholder of record for the shares of our common stock represented by all outstanding Veoneer SDRs, stockholder rights will rest with such record holder. A Veoneer SDR holders rights will derive from the General Terms and Conditions. The Company shall establish arrangements such that Veoneer SDR holders shall have the opportunity to exercise certain rights with respect to the Company as would be exercisable by such holders if they had owned shares directly and not SDRs.
The obligations of the Custodian and the Company towards Veoneer SDR holders are set out in the General Terms and Conditions. The General Terms and Conditions and the Veoneer SDRs are governed by Swedish law.The following is a summary of the material terms of the General Terms and Conditions. Because it is a summary, it does not contain all of the information that may be important to you. For more complete information, you should read the entire General Terms and Conditions which contains the terms of the Veoneer SDRs, and a form of which will be included as an exhibit to the registration statement of which this information statement forms a part.
For a period of two years after the expiration of twelve months from the date of the termination notice, the Custodian shall continue to hold the shares of our common stock in safe custody but shall discontinue registration of transfers of Veoneer SDRs (by closing the SDR Register), suspend distribution of dividends to the Veoneer SDR holders, refuse to accept deposits of such shares or any other action required under the General Terms and Conditions. In addition, the Custodian shall be entitled to compensation from a Veoneer SDR holder for all fees and costs incurred by the Custodian in connection with the Veoneer SDRs from such date forward.
The General Terms and Conditions for Sales of Fertilizer Products (“General Terms and Conditions”) attached as Appendix III control the terms and conditions of sale and purchase of Product from Seller to Buyer unless otherwise expressly set forth set forth in the Agreement. Without limiting the foregoing, for the avoidance of doubt, Section 15 (Make-Whole), Section 16 (Railcars), Section 18 (Indemnification), and Section 19 (Insurance) of this Agreement shall not be limited by the General Terms and Conditions.All Attachments are incorporated in this Agreement by reference.
10.15The Parties agree that the Lessee shall not provide a bank guarantee. This varies the requirement for a bank guarantee in Article 24 of the General Terms and Conditions. Instead, ProQR Therapeutics N.V. shall ensure compliance with for the Lessee’s obligations under this Lease Agreement as a joint signatory to this Lease Agreement.
33 If one part of the Lease or these General Terms and Conditions is void or voidable, this will not affect the validity of the remaining provisions of the Lease or these General Terms and Conditions. In such a case the void or voidable provision(s) shall be substituted, in accordance with the provisions of Section3:42 of the Civil Code, by provisions as close as legally permissible to what the parties would have agreed if they had been aware of the nullity or voidability.
The obligations of the Depository and its agents towards SDR Holders are set out in the General Terms and Conditions. The General Terms and Conditions and the SDRs are governed by Swedish law.The following is a summary of the material terms of the General Terms and Conditions. Because it is a summary, it does not contain all of the information that may be important to you. For more complete information, you should read the entire General Terms and Conditions which contains the terms of the SDRs.
For the conversion of the foreign currency amount into euros, the respective mean exchange rate on the first day of use in foreign currency shall apply. The mean exchange rate is the average between the purchase and sale rate. These rates are published on the BayernLB’s (Bavarian Central Bank) exchange rate sheet on its website. The mean exchange rate is derived by the Bavarian Central Bank from the so-called “Daily Foreign Exchange Settlement Rate of BayernLB”, which it calculates at around 1 p.m. The forms of use in foreign currency available to the Borrower are to be specified separately in writing, unless otherwise agreed herein. The sum of all claims, including conditional claims, arising from individual transactions issued under this Framework Agreement may not exceed the above-mentioned threshold. In the case of claims in foreign currency, the foreign currency amount shall be converted into euros on the basis of the current mean rate of exchange. If the maximum threshold is exceeded on three consecutive banking days at any one time and if this results in a change in the risk situation, the Savings Bank may demand that the Borrower provide or increase collateral to secure its claim in accordance with No. 22 (a) of the General Terms and Conditions. This shall also apply to a loan initially granted without collateral.
This Agreement shall enter into force on the date of signature by both Parties. This Agreement shall remain in full force and effect for an initial term of three (3)years unless terminated pursuant to the provisions of Article 20 of the General terms and Conditions. The Agreement will automatically renew for an additional one-year period unless terminated by either Party in writing no later than thirty (30)days prior to expiry of the initial term.
1.50 General Terms and Conditions. As defined in Section1 of this Agreement.
5. Gatherer and Shipper hereby amend the Agreement to renumber the existing text of Section5.7 as paragraph 5.7 (a) and to add paragraph 5.7 (b) as follows: (b) Gatherer will: (i)construct, or cause to be constructed the interconnection identified on Exhibit I as 1.d under Field Redelivery Points using to the extent reasonably practicable, equipment furnished and assigned by Shipper or Shipper Partner, respectively, and (ii)install separation and miscellaneous facilities to facilitate the flow of gas from the McLemore 7 Receipt Point to the Field Redelivery Point identified on Exhibit I as 1.h. Upon completion of construction of each of the said interconnection or separation and miscellaneous facilities, Gatherer will invoice Shipper for 50% of Gatherers construction costs, inclusive of taxes, including but not limited to, income taxes, applicable to the invoiced amount (less any amounts previously reimbursed by Shipper and without additional charge for any equipment furnished by Shipper) for the completed work. Shipper will pay such invoice as provided in Section9 of the General Terms and Conditions. The remaining 50% of Gatherers costs shall be invoiced to Shipper Partner. If any such interconnection is taken out of service during the Term, Gatherer will re-assign and return to Shipper and Shipper Partner, respectively, at Shippers and Shippers Partners cost respectively, any equipment in its then-existing condition that Shipper and Shipper Partner, respectively, had furnished in connection with the Interconnection.